SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13G
Information Statement pursuant to
Rule 13d-1 and 13d-2
----------
VCampus Corporation
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
92240C 10 0
(CUSIP Number)
September 11, 1999
(Date of event which requires filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[x] Rule 13d-1(c)
(Continued on following pages)
(Page 1 of 14 Pages)
<PAGE>
Page 2 of 19 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BH Capital Investments, L.P.
None
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Ontario, Canada
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER
None.
---------------------------------------------------------------
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 515,212 shares, including (i) 145,000 shares of common
OWNED BY stock of the Issuer held by BH Capital Investments, L.P.,
EACH (ii) 56,300 shares which are issuable upon the exercise of
REPORTING immediately exercisable warrants held by BH Capital
PERSON WITH Investments, L.P., (iii) 56,306 shares which are issuable
upon conversion of $312,500 principal amount of issuer's
convertible debentures owned by BH Capital Investments,
(iv) 145,000 shares of common stock of the Issuer held by
Excalibur Limited Partnership, (v) 56,300 shares which are
issuable upon the exercise of immediately exercisable
warrants held by Excalibur Limited Partnership, and (vi)
56,306 shares which are issuable upon conversion of
$312,500 principal amount of issuer's convertible
debentures owned by Excalibur Limited Partnership.
---------------------------------------------------------------
7. SOLE DISPOSITIVE POWER
None.
---------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
515,212 shares, including (i) 145,000 shares of common
stock of the Issuer held by BH Capital Investments, L.P.,
(ii) 56,300 shares which are issuable upon the exercise of
immediately exercisable warrants held by BH Capital
Investments, L.P., (iii) 56,306 shares which are issuable
upon conversion of $312,500 principal amount of issuer's
convertible debentures owned by BH Capital Investments,
(iv) 145,000 shares of common stock of the Issuer held by
Excalibur Limited Partnership, (v) 56,300 shares which are
issuable upon the exercise of immediately exercisable
warrants held by Excalibur Limited Partnership, and (vi)
56,306 shares which are issuable upon conversion of
$312,500 principal amount of issuer's convertible
debentures owned by Excalibur Limited Partnership.
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
515,212 shares, including (i) 145,000 shares of common stock of the Issuer
held by BH Capital Investments, L.P., (ii) 56,300 shares which are issuable
upon the exercise of immediately exercisable warrants held by BH Capital
Investments, L.P., (iii) 56,306 shares which are issuable upon conversion
of $312,500 principal amount of issuer's convertible debentures owned by BH
Capital Investments, (iv) 145,000 shares of common stock of the Issuer held
by Excalibur Limited Partnership, (v) 56,300 shares which are issuable upon
the exercise of immediately exercisable warrants held by Excalibur Limited
Partnership, and (vi) 56,306 shares which are issuable upon conversion of
$312,500 principal amount of issuer's convertible debentures owned by
Excalibur Limited Partnership.
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [_]
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE>
Page 3 of 14 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H.B. and Co., Inc.
None
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Ontario, Canada
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER
None.
---------------------------------------------------------------
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 515,212 shares, including (i) 145,000 shares of common
OWNED BY stock of the Issuer held by BH Capital Investments, L.P.,
EACH (ii) 56,300 shares which are issuable upon the exercise of
REPORTING immediately exercisable warrants held by BH Capital
PERSON WITH Investments, L.P., (iii) 56,306 shares which are issuable
upon conversion of $312,500 principal amount of issuer's
convertible debentures owned by BH Capital Investments,
(iv) 145,000 shares of common stock of the Issuer held by
Excalibur Limited Partnership, (v) 56,300 shares which are
issuable upon the exercise of immediately exercisable
warrants held by Excalibur Limited Partnership, and (vi)
56,306 shares which are issuable upon conversion of
$312,500 principal amount of issuer's convertible
debentures owned by Excalibur Limited Partnership.
---------------------------------------------------------------
7. SOLE DISPOSITIVE POWER
None.
---------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
515,212 shares, including (i) 145,000 shares of common
stock of the Issuer held by BH Capital Investments, L.P.,
(ii) 56,300 shares which are issuable upon the exercise of
immediately exercisable warrants held by BH Capital
Investments, L.P., (iii) 56,306 shares which are issuable
upon conversion of $312,500 principal amount of issuer's
convertible debentures owned by BH Capital Investments,
(iv) 145,000 shares of common stock of the Issuer held by
Excalibur Limited Partnership, (v) 56,300 shares which are
issuable upon the exercise of immediately exercisable
warrants held by Excalibur Limited Partnership, and (vi)
56,306 shares which are issuable upon conversion of
$312,500 principal amount of issuer's convertible
debentures owned by Excalibur Limited Partnership.
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
515,212 shares, including (i) 145,000 shares of common stock of the Issuer
held by BH Capital Investments, L.P., (ii) 56,300 shares which are issuable
upon the exercise of immediately exercisable warrants held by BH Capital
Investments, L.P., (iii) 56,306 shares which are issuable upon conversion
of $312,500 principal amount of issuer's convertible debentures owned by BH
Capital Investments, (iv) 145,000 shares of common stock of the Issuer held
by Excalibur Limited Partnership, (v) 56,300 shares which are issuable upon
the exercise of immediately exercisable warrants held by Excalibur Limited
Partnership, and (vi) 56,306 shares which are issuable upon conversion of
$312,500 principal amount of issuer's convertible debentures owned by
Excalibur Limited Partnership.
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [_]
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE>
Page 4 of 14 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Henry Brachfeld
None
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER
None.
---------------------------------------------------------------
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 515,212 shares, including (i) 145,000 shares of common
OWNED BY stock of the Issuer held by BH Capital Investments, L.P.,
EACH (ii) 56,300 shares which are issuable upon the exercise of
REPORTING immediately exercisable warrants held by BH Capital
PERSON WITH Investments, L.P., (iii) 56,306 shares which are issuable
upon conversion of $312,500 principal amount of issuer's
convertible debentures owned by BH Capital Investments,
(iv) 145,000 shares of common stock of the Issuer held by
Excalibur Limited Partnership, (v) 56,300 shares which are
issuable upon the exercise of immediately exercisable
warrants held by Excalibur Limited Partnership, and (vi)
56,306 shares which are issuable upon conversion of
$312,500 principal amount of issuer's convertible
debentures owned by Excalibur Limited Partnership.
---------------------------------------------------------------
7. SOLE DISPOSITIVE POWER
None.
---------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
515,212 shares, including (i) 145,000 shares of common
stock of the Issuer held by BH Capital Investments, L.P.,
(ii) 56,300 shares which are issuable upon the exercise of
immediately exercisable warrants held by BH Capital
Investments, L.P., (iii) 56,306 shares which are issuable
upon conversion of $312,500 principal amount of issuer's
convertible debentures owned by BH Capital Investments,
(iv) 145,000 shares of common stock of the Issuer held by
Excalibur Limited Partnership, (v) 56,300 shares which are
issuable upon the exercise of immediately exercisable
warrants held by Excalibur Limited Partnership, and (vi)
56,306 shares which are issuable upon conversion of
$312,500 principal amount of issuer's convertible
debentures owned by Excalibur Limited Partnership.
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
515,212 shares, including (i) 145,000 shares of common stock of the Issuer
held by BH Capital Investments, L.P., (ii) 56,300 shares which are issuable
upon the exercise of immediately exercisable warrants held by BH Capital
Investments, L.P., (iii) 56,306 shares which are issuable upon conversion
of $312,500 principal amount of issuer's convertible debentures owned by BH
Capital Investments, (iv) 145,000 shares of common stock of the Issuer held
by Excalibur Limited Partnership, (v) 56,300 shares which are issuable upon
the exercise of immediately exercisable warrants held by Excalibur Limited
Partnership, and (vi) 56,306 shares which are issuable upon conversion of
$312,500 principal amount of issuer's convertible debentures owned by
Excalibur Limited Partnership.
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [_]
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
Page 5 of 14 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Excalibur Limited Partnership
None
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Ontario, Canada
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER
None.
---------------------------------------------------------------
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 515,212 shares, including (i) 145,000 shares of common
OWNED BY stock of the Issuer held by BH Capital Investments, L.P.,
EACH (ii) 56,300 shares which are issuable upon the exercise of
REPORTING immediately exercisable warrants held by BH Capital
PERSON WITH Investments, L.P., (iii) 56,306 shares which are issuable
upon conversion of $312,500 principal amount of issuer's
convertible debentures owned by BH Capital Investments,
(iv) 145,000 shares of common stock of the Issuer held by
Excalibur Limited Partnership, (v) 56,300 shares which are
issuable upon the exercise of immediately exercisable
warrants held by Excalibur Limited Partnership, and (vi)
56,306 shares which are issuable upon conversion of
$312,500 principal amount of issuer's convertible
debentures owned by Excalibur Limited Partnership.
---------------------------------------------------------------
7. SOLE DISPOSITIVE POWER
None.
---------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
515,212 shares, including (i) 145,000 shares of common
stock of the Issuer held by BH Capital Investments, L.P.,
(ii) 56,300 shares which are issuable upon the exercise of
immediately exercisable warrants held by BH Capital
Investments, L.P., (iii) 56,306 shares which are issuable
upon conversion of $312,500 principal amount of issuer's
convertible debentures owned by BH Capital Investments,
(iv) 145,000 shares of common stock of the Issuer held by
Excalibur Limited Partnership, (v) 56,300 shares which are
issuable upon the exercise of immediately exercisable
warrants held by Excalibur Limited Partnership, and (vi)
56,306 shares which are issuable upon conversion of
$312,500 principal amount of issuer's convertible
debentures owned by Excalibur Limited Partnership.
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
515,212 shares, including (i) 145,000 shares of common stock of the Issuer
held by BH Capital Investments, L.P., (ii) 56,300 shares which are issuable
upon the exercise of immediately exercisable warrants held by BH Capital
Investments, L.P., (iii) 56,306 shares which are issuable upon conversion
of $312,500 principal amount of issuer's convertible debentures owned by BH
Capital Investments, (iv) 145,000 shares of common stock of the Issuer held
by Excalibur Limited Partnership, (v) 56,300 shares which are issuable upon
the exercise of immediately exercisable warrants held by Excalibur Limited
Partnership, and (vi) 56,306 shares which are issuable upon conversion of
$312,500 principal amount of issuer's convertible debentures owned by
Excalibur Limited Partnership.
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [_]
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE>
Page 6 of 14 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Excalibur Capital Management, Inc.
None
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Ontario, Canada
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER
None.
---------------------------------------------------------------
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 515,212 shares, including (i) 145,000 shares of common
OWNED BY stock of the Issuer held by BH Capital Investments, L.P.,
EACH (ii) 56,300 shares which are issuable upon the exercise of
REPORTING immediately exercisable warrants held by BH Capital
PERSON WITH Investments, L.P., (iii) 56,306 shares which are issuable
upon conversion of $312,500 principal amount of issuer's
convertible debentures owned by BH Capital Investments,
(iv) 145,000 shares of common stock of the Issuer held by
Excalibur Limited Partnership, (v) 56,300 shares which are
issuable upon the exercise of immediately exercisable
warrants held by Excalibur Limited Partnership, and (vi)
56,306 shares which are issuable upon conversion of
$312,500 principal amount of issuer's convertible
debentures owned by Excalibur Limited Partnership.
---------------------------------------------------------------
7. SOLE DISPOSITIVE POWER
None.
---------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
515,212 shares, including (i) 145,000 shares of common
stock of the Issuer held by BH Capital Investments, L.P.,
(ii) 56,300 shares which are issuable upon the exercise of
immediately exercisable warrants held by BH Capital
Investments, L.P., (iii) 56,306 shares which are issuable
upon conversion of $312,500 principal amount of issuer's
convertible debentures owned by BH Capital Investments,
(iv) 145,000 shares of common stock of the Issuer held by
Excalibur Limited Partnership, (v) 56,300 shares which are
issuable upon the exercise of immediately exercisable
warrants held by Excalibur Limited Partnership, and (vi)
56,306 shares which are issuable upon conversion of
$312,500 principal amount of issuer's convertible
debentures owned by Excalibur Limited Partnership.
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
515,212 shares, including (i) 145,000 shares of common stock of the Issuer
held by BH Capital Investments, L.P., (ii) 56,300 shares which are issuable
upon the exercise of immediately exercisable warrants held by BH Capital
Investments, L.P., (iii) 56,306 shares which are issuable upon conversion
of $312,500 principal amount of issuer's convertible debentures owned by BH
Capital Investments, (iv) 145,000 shares of common stock of the Issuer held
by Excalibur Limited Partnership, (v) 56,300 shares which are issuable upon
the exercise of immediately exercisable warrants held by Excalibur Limited
Partnership, and (vi) 56,306 shares which are issuable upon conversion of
$312,500 principal amount of issuer's convertible debentures owned by
Excalibur Limited Partnership.
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [_]
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE>
Page 7 of 14 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William S. Hechter
None
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Ontario, Canada
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER
None.
---------------------------------------------------------------
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 515,212 shares, including (i) 145,000 shares of common
OWNED BY stock of the Issuer held by BH Capital Investments, L.P.,
EACH (ii) 56,300 shares which are issuable upon the exercise of
REPORTING immediately exercisable warrants held by BH Capital
PERSON WITH Investments, L.P., (iii) 56,306 shares which are issuable
upon conversion of $312,500 principal amount of issuer's
convertible debentures owned by BH Capital Investments,
(iv) 145,000 shares of common stock of the Issuer held by
Excalibur Limited Partnership, (v) 56,300 shares which are
issuable upon the exercise of immediately exercisable
warrants held by Excalibur Limited Partnership, and (vi)
56,306 shares which are issuable upon conversion of
$312,500 principal amount of issuer's convertible
debentures owned by Excalibur Limited Partnership.
---------------------------------------------------------------
7. SOLE DISPOSITIVE POWER
None.
---------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
515,212 shares, including (i) 145,000 shares of common
stock of the Issuer held by BH Capital Investments, L.P.,
(ii) 56,300 shares which are issuable upon the exercise of
immediately exercisable warrants held by BH Capital
Investments, L.P., (iii) 56,306 shares which are issuable
upon conversion of $312,500 principal amount of issuer's
convertible debentures owned by BH Capital Investments,
(iv) 145,000 shares of common stock of the Issuer held by
Excalibur Limited Partnership, (v) 56,300 shares which are
issuable upon the exercise of immediately exercisable
warrants held by Excalibur Limited Partnership, and (vi)
56,306 shares which are issuable upon conversion of
$312,500 principal amount of issuer's convertible
debentures owned by Excalibur Limited Partnership.
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
515,212 shares, including (i) 145,000 shares of common stock of the Issuer
held by BH Capital Investments, L.P., (ii) 56,300 shares which are issuable
upon the exercise of immediately exercisable warrants held by BH Capital
Investments, L.P., (iii) 56,306 shares which are issuable upon conversion
of $312,500 principal amount of issuer's convertible debentures owned by BH
Capital Investments, (iv) 145,000 shares of common stock of the Issuer held
by Excalibur Limited Partnership, (v) 56,300 shares which are issuable upon
the exercise of immediately exercisable warrants held by Excalibur Limited
Partnership, and (vi) 56,306 shares which are issuable upon conversion of
$312,500 principal amount of issuer's convertible debentures owned by
Excalibur Limited Partnership.
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [_]
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
Page 8 of 14 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lilian Brachfeld
None
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Ontario, Canada
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER
None.
---------------------------------------------------------------
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY None.
OWNED BY ---------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH None
---------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
None.
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None.
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [_]
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
Page 9 of 14 Pages
Item 1(a). Name of Issuer.
VCampus Corporation
Item 1(b). Address of Issuer's Principal Executive Offices.
8251 Greensboro Drive, Suite 500
McLean, Virginia 22102
Item 2(a). Names of Persons Filing.
BH Capital Investments, L.P. ("BHCI")
H.B. and Co., Inc. ("HBCI")
Henry Brachfeld ("Mr. Brachfeld")
Excalibur Limited Partnership ("ELP")
Excalibur Capital Management, Inc. ("ECMI")
William S. Hechter ("Mr. Hechter")
Lilian Brachfeld ("Mrs. Brachfeld")
Item 2(b). Address of Principal Business Office, or if none, Residence.
The address of the principal business office of BHCI, HBCI, Mr.
Brachfeld and Mrs. Brachfeld is:
175 Bloor Street East
South Tower, 7th Floor
Toronto, Ontario M4W 3R8
Canada
The address of the principal business office of ELP, ECMI and Mr.
Hechter is:
33 Prince Arthur
Toronto, Ontario M5R 1B2
Canada
Item 2(c). Citizenship.
BHCI is an Ontario, Canada limited partnership
HBCI is an Ontario, Canada corporation
Mr. Brachfeld is a citizen of the United States
ELP is an Ontario, Canada limited partnership
ECMI is an Ontario, Canada corporation
Mr. Hechter is a citizen of Canada
Mrs. Brachfeld is a citizen of Canada
Item 2(d). Title of Class of Securities.
<PAGE>
Page 10 of 14 Pages
Common Stock, $.01 par value per share
Item 2(e). CUSIP Number.
92240C 10 0
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b), check whether the person filing is a:
Not applicable. This statement is filed pursuant to Rule 13d-1(c)
Item 4. Ownership.
(a) Amount beneficially owned by reporting persons as of September
11, 2000: Each reporting person, except Mrs. Brachfeld (see
subsection (d) below), beneficially owns 515,212 shares (1).
(b) Percent of Class: Each reporting person, except Mrs. Brachfeld
(see subsection (d) below), holds 8.3% (based on 6,199,938 shares
of common stock of the Issuer outstanding, determined from a 13D
filed on January 21, 2000 with the Issuer).
(c) Number of shares as to which such persons have:
(i) Sole power to direct the vote: None of the reporting persons
have the sole power to direct the vote.
(ii) Shared power to vote or to direct the vote: Each reporting
person, except Mrs. Brachfeld (see subsection (d) below),
has the shared power to vote or direct the vote of 515,212
shares (1).
(iii) Sole power to dispose or direct the disposition of the
Common Stock: None of the reporting persons have the sole
power to dispose or direct the disposition of the securities
of the Issuer.
(iv) Shared power to dispose or direct the disposition of: Each
reporting person, except Mrs. Brachfeld (see subsection (d)
below), has the shared power to dispose or direct the
disposition of 515,212 shares (1).
(d) Mrs. Brachfeld is the sole stockholder of HBCI and the wife of
Mr. Brachfeld. By reason of such status, Mrs. Brachfeld maybe
deemed to beneficially own the shares of common stock of the
Issuer beneficially owned by HBCI and Mr. Brachfeld. Mrs.
Brachfeld disclaims beneficial ownership of all such shares
pursuant to Rule 13d-4 promulgated under the Securities Exchange
Act of 1934, as amended.
Notes:
(1) 515,212 shares, including (i) 145,000 shares of common stock of the
Issuer held by BH Capital Investments, L.P., (ii) 56,300 shares which are
issuable upon the exercise of immediately exercisable warrants held by BH
Capital Investments, L.P., (iii) 56,306 shares which are issuable upon
conversion of $312,500 principal amount of issuer's convertible debentures owned
by BH Capital Investments, (iv) 145,000 shares of common stock of the Issuer
held by Excalibur Limited Partnership, (v) 56,300 shares which are issuable upon
the exercise of immediately exercisable warrants held by Excalibur Limited
Partnership, and (vi) 56,306 shares which are issuable upon conversion of
$312,500 principal amount of issuer's convertible debentures owned by Excalibur
Limited Partnership.
<PAGE>
Page 11 of 14 Pages
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction which could have that purpose or
effect.
Exhibits: A. Joint Filing Agreement, dated February 11, 2000, among BHCI,
HBCI, Mr. Brachfeld, ELP, ECMI, Mr. Hechter and Mrs. Brachfeld.
<PAGE>
Page 12 of 14 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 11, 2000
--------------------------------------
(Date)
---------------------------------------
/s/ BH Capital Investments, L.P.
--------------------------------
By: H.B. and Co., Inc.
By: Henry Brachfeld
President
---------------------------------------
(Signature)
February 11, 2000
--------------------------------------
(Date)
---------------------------------------
/s/ H.B. and Co., Inc.
----------------------
By: Henry Brachfeld
President
---------------------------------------
(Signature)
February 11, 2000
--------------------------------------
(Date)
---------------------------------------
/s/ Henry Brachfeld
-------------------
Henry Brachfeld
---------------------------------------
(Signature)
February 11, 2000
--------------------------------------
(Date)
---------------------------------------
/s/ Excalibur Limited Partnership
---------------------------------
By: Excalibur Capital Management, Inc.
General Partner
By: William S. Hechter
William Hechter
Director
---------------------------------------
(Signature)
<PAGE>
Page 13 of 14 Pages
February 11, 2000
--------------------------------------
(Date)
---------------------------------------
/s/ Excalibur Capital Management, Inc.
--------------------------------------
By: William S. Hechter
------------------
William S. Hechter
Director
---------------------------------------
(Signature)
February 11, 2000
--------------------------------------
(Date)
---------------------------------------
/s/ William S. Hechter
----------------------
William S. Hechter
---------------------------------------
(Signature)
February 11, 2000
--------------------------------------
(Date)
---------------------------------------
/s/ Lilian Brachfeld
--------------------
Lilian Brachfeld
---------------------------------------
(Signature)
<PAGE>
Page 14 of 14 Pages
Exhibit A
This will confirm the agreement by and among the undersigned that the
Schedule 13G filed with the securities and Exchange Commission on or about the
date hereof with respect to the beneficial ownership of the undersigned of
shares of common stock of VCampus Corporation, a Delaware corporation, is being
filed, and all amendments thereto will be filed, on behalf of each of the
persons and entities named below in accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
Dated: February 11, 2000
--------------------------------------
/s/ BH Capital Investments, L.P.
--------------------------------------
By: H.B. and Co., Inc.
By: Henry Brachfeld
President
--------------------------------------
(Signature)
--------------------------------------
/s/ H.B. and Co., Inc.
--------------------------------------
By: Henry Brachfeld
President
--------------------------------------
(Signature)
--------------------------------------
/s/ Henry Brachfeld
--------------------------------------
Henry Brachfeld
--------------------------------------
(Signature)
--------------------------------------
/s/ Excalibur Limited Partnership
--------------------------------------
By: Excalibur Capital Management, Inc.
General Partner
By: William S. Hechter
William Hechter
Director
--------------------------------------
(Signature)
--------------------------------------
/s/ Excalibur Capital Management, Inc.
--------------------------------------
By: William S. Hechter
William S. Hechter
Director
--------------------------------------
(Signature)
--------------------------------------
/s/ William S. Hechter
--------------------------------------
William S. Hechter
--------------------------------------
(Signature)
--------------------------------------
/s/ Lilian Brachfeld
--------------------------------------
Lilian Brachfeld
--------------------------------------
(Signature)
